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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 1, 2026
____________________________
Rent the Runway, Inc.
(Exact name of registrant as specified in its
charter)
____________________________
| Delaware |
|
001-40958 |
|
80-0376379 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
(Address of principal executive offices, including
Zip Code)
Registrant’s telephone number, including
area code: (212) 524-6860
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Class A common stock, $0.001 par value per share |
|
RENT |
|
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 |
Entry Into a Material Definitive Agreement. |
Third Amendment
On September 1, 2026, Rent the Runway, Inc. (the “Company”)
entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”), by and among the Company,
as borrower, the lenders party thereto (the “Lenders”) and CHS (US) Management LLC, as administrative agent (the “Agent”),
which amends the Amended and Restated Credit Agreement, dated as of October 28, 2025 (as amended by that certain First Amendment to Amended
and Restated Credit Agreement, dated as of January 28, 2026, that certain Second Amendment to Amended and Restated Credit Agreement, dated
as of April 1, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”). The Third Amendment establishes an incremental term loan facility in the aggregate principal amount of
$10,000,000, the proceeds of which will be used for working capital and other general corporate purposes.
The description of the terms of the Third Amendment does not purport
to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 10.1 |
|
Third Amendment to Amended and Restated Credit Agreement, dated September 1, 2026, by and among the Company, the Agent, and the Lenders |
| |
|
| |
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
RENT THE RUNWAY, INC. |
| |
|
|
| Date: September 1, 2026 |
|
By: |
|
/s/ David Loretta |
| |
|
|
|
David Loretta
Interim Chief Financial Officer |